Foxtrot Code Terms of Use Agreement

Last Revision – July 19, 2016

Note! You are concluding a Legally Binding Agreement.

THIS IS A CONTRACT. InfraRed Digital, Inc. d/b/a Foxtrot Code (“Foxtrot Code” or “we”) operates Foxtrot Code.com, the Foxtrot Code platform, and other software systems, combined with any related websites, all which allows Users to locate Foxpatches on Foxtrot Code Marketplace and then repurpose the Foxpatches for their own needs. The services offered by Foxtrot Code are hosted in the United States.

Using the Foxtrot Code Services

Membership Subscription Levels

Foxtrot Code currently offers multiple levels of subscription services for its Members. A “Free” subscription is offered free of charge to any eligible individual or company that completes the registration process to create a unique username and password and that agrees to abide by the Terms of Use provided herein. A “Paid” subscription is offered exclusively to eligible individual users at the prices and conditions currently listed on the website. Free subscribers have limited ability to “List” a Foxpatch on the Foxtrot Code Marketplace, as well as other limitations. Paid subscribers have larger limits and capabilities based on the subscription level.

A Free or Paid subscriber (also a “User”) can access the full marketplace of analytic Foxpatches available through Foxtrot Code Marketplace and select any Foxpatch to repurpose by downloading the Foxpatch into their Foxtrot Code Foxspace, and becomes a “Maker”. A Maker can then repurpose the Foxpatch by combining it with other Foxpatches or adding new functionality or features to create a Derivative Foxpatch. Derivative Foxpatches are saved to the Foxspace and can be uploaded into the Marketplace for sale to other Users. A Maker, in their sole discretion, creates a Marketplace listing under their username, which sets the price, licensing options and other terms of sale for the Derivative Foxpatches without input or endorsement by Foxtrot Code. PLEASE NOTE THAT, by listing open source code for sale on the Marketplace you acknowledge and agree that your user name will be linked with the listing and the authorship of the open source code will not remain anonymous. If a Maker wishes to create Foxpatches for internal usage at an organization, the Maker can create a “private listing” in the Marketplace to share privately with select Foxtrot Code Users that are invited to join a Private Group. Any Maker who is a member of the Private Group may then download the Foxpatch into their own Foxspace and further repurpose the Foxpatch with additional functionality to create new Derivative Foxpatches.

Purchasing Derivative Foxpatches

Paid subscribers may purchase Foxpatches from Foxtrot Code Marketplace at the terms and conditions provided by the Maker, subject to the limitations provided in this Terms of Use Agreement. Foxtrot Code is not directly involved in the transaction between buyers and sellers. As a result, Foxtrot Code has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. Foxtrot Code does not pre-screen Users or the Content or information provided by Users. Foxtrot Code cannot ensure that a buyer or seller will actually complete a transaction. Consequently, Foxtrot Code does not transfer legal ownership of items from the seller to the buyer. Please review carefully the terms of sale, including the features and limitations of any license, before purchasing any Derivative Foxpatch. Users are responsible for all applicable taxes on the sale and purchase of Derivative Foxpatches. Please visit Foxtrot Code’s Marketplace Standard Terms and Payment Allocations located here for more information.

You agree that Foxtrot Code Marketplace is a venue and as such is not responsible or liable for any Content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you or other Users. You use the Foxtrot Code Services at your own risk.

Bundled Foxpatches

Foxtrot Code allows Users to purchase repurpose and reuse Foxpatches downloaded from the marketplace, these are “Derivative Foxpatches”. Most Foxpatches will be Derivative Foxpatches and the derivative is licensed under a Bundled License, which grants to a Maker, without charge, a limited license to use a Foxpatch to create a new Derivative Foxpatch for sale on the Marketplace. The original Maker of the Foxpatch that was incorporated into the new Derivative Foxpatch receives a portion of the proceeds of the sale. Foxtrot Code Users are not permitted to use a Derivative Foxpatch under a Bundled License in production for internal use or to otherwise avoid paying the listed price. Makers List their Foxpatches for download with the objective of monetizing their work through others, and Foxpatches must be purchased with the good faith belief that a Derivative Foxpatch will be listed for resale on the Marketplace at combined listed price.

PLEASE NOTE: Foxtrot Code Users may not export from the FoxtrotCode.com Website any Foxpatches or Derivative Foxpatches without purchasing the Foxpatch, and all access to Foxpatches, including any content or modifications added to the Foxpatch by the Maker is accessible only through the FoxtrotCode.com Website and only so long as the User remains a paid in full Member of the Foxtrot Code Services in good standing under this Terms of Use Agreement. Any User of Foxtrot Code may lose access, effective immediately without prior notice, to the FoxtrotCode.com Website and Foxtrot Code Marketplace, including access to any content or modifications created or uploaded by a Maker, for nonpayment of applicable fees, for any violation of the Terms of Use provided herein or as a result of any dispute with another User or a Third Party regarding Content uploaded by the User, that, in the sole discretion of Foxtrot Code violates these Terms of Use.

Terms of Use

The following Terms of Use apply to both Member and Paid subscribers as applicable.

Foxtrot Code does not knowingly collect, solicit or maintain personally identifiable information or non-personally identifiable information on its site from persons under 13 years of age, and no part of our site is directed to persons under thirteen (13) years of age. Furthermore, Foxtrot Code does not authorize or permit anyone under age thirteen (13) to use the site or provide any personal information to or on our site. If you are under thirteen (13) years of age, then please do not send any information about yourself to us, or register for, use, or access the site at any time or in any manner. If you believe that we might have any information from or about a child under thirteen (13), please contact us at critical@foxtrotcode.com.

Furthermore, Foxtrot Code does not authorize any person under the age of eighteen (18) years of age to use the site or provide any information about yourself to or on our site without the express permission of a parent or legal guardian. If you are between the age of 13 and 18, you must obtain permission from your parent or guardian to use Foxtrot Code Services, and you must have a parent assist in the completion of registration. In addition, if you are between the age of 13 and 18, you must affirm that you possess legal parental or guardian consent to use the Foxtrot Code Website and Foxtrot Code Services, and must affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in Foxtrot Code’s Terms of Use Agreement, and to abide by and comply with Foxtrot Code’s Terms of Use Agreement. If you are under the age of eighteen (18), please have your parent or guardian contact Foxtrot Code at access@foxtrotcode.com to arrange for your access to the Foxtrot Code Services.

This Terms of Use Agreement (“Agreement”) sets forth the legally binding terms for your use of the Foxtrot Code Services. By using the Foxtrot Code Services, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Foxtrot Code Website, including through a mobile device, or otherwise use the Foxtrot Code Services without being registered) or you are a “Member” (which means that you have registered with the Foxtrot Code Services). The term “User” refers to a Visitor or a Member. You are only authorized to use the Foxtrot Code Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Foxtrot Code Website and/or discontinue use of the Foxtrot Code Services immediately. If you wish to become a Member, communicate with other Members and/or make use of the Foxtrot Code Services, you must read this Agreement and indicate your acceptance during the registration process.

This Agreement includes Foxtrot Code’s policy for acceptable use of the Foxtrot Code Services and Content (as defined in Section 3(a) below) posted on or through the Foxtrot Code Services and your rights, obligations and restrictions regarding your use of the Foxtrot Code Services and Content posted on or through the Foxtrot Code Services. In order to participate in certain Foxtrot Code Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Foxtrot Code. Unless otherwise provided by the additional terms and conditions applicable to the Foxtrot Code Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: membership@foxtrotcode.com, Subject: Terms of Use Agreement.

Foxtrot Code may modify this Agreement from time to time and such modification shall be effective upon posting by Foxtrot Code on the Foxtrot Code Website. Your continued use of the Foxtrot Code Services or the Foxtrot Code Website after Foxtrot Code posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information and Content you provide on or through the Foxtrot Code Services. You may not use the Foxtrot Code Services to transmit any Prohibited Content, as outlined in Sections 8.1 and 8.2 below. Despite this prohibition, information, materials, products or services provided by other Foxtrot Code Members may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Foxtrot Code assumes no responsibility or liability for this material. If you become aware of misuse of the Foxtrot Code Services by any person or organization, please contact critical@foxtrotcode.com.

Foxtrot Code reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including messages, content, private messages or private content not accessible to other users) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Foxtrot Code Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Foxtrot Code expressly reserves the right to remove your profile and uploaded content, and/or deny, restrict, suspend, or terminate your access to all or any part of the Foxtrot Code Services if Foxtrot Code determines, in its sole discretion, that you have violated this Agreement or pose a threat to Foxtrot Code and/or its Users.

1. Eligibility. Use of the Foxtrot Code Services and registration to be a Member for the Foxtrot Code Services (“Membership”) is void where prohibited. By using the Foxtrot Code Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are (i) between the ages of 13 and 18 years of age and have received consent from a parent or guardian to use the Foxtrot Code Services or (ii) you are 18 years of age or older; and (d) your use of the Foxtrot Code Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 13 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, if you are under 18 years of age and have not obtained consent from a parent or guardian to use the Foxtrot Code Services, if we believe you are over 18 and represent yourself as under 18, or for any other misrepresentation about yourself regardless of the nature of the misrepresentation.

2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the Foxtrot Code Services or are a Member. You may terminate your Membership at any time, for any reason, by cancelling your account on the website. You must specifically request on the website or in a signed statement that Foxtrot Code delete all your uploaded data. Foxtrot Code cannot restore this data once removed, and Foxtrot Code shall not be liable for any reason, under any theory of law or equity, for any loss stemming from your request to delete your uploaded data. Foxtrot Code may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, this Agreement will remain in effect, including Sections 3 and 6-17.

3. Proprietary Rights in Content on Foxtrot Code.

a. Foxtrot Code does not claim any ownership rights in the software, content, text, files, images, photos, video, data, sounds, works of authorship, Foxpatches, demographic information, any information personal to you, your likeness, or any other materials (collectively, “Content”) that you post on or through the Foxtrot Code Website or Services. In certain cases we offer you the capability and opportunity to choose to hide information in your account profile, as well as private, and hidden groups, and other mechanisms. You are solely responsible to act upon these opportunities to restrict your content on our website. After posting your Content to the Foxtrot Code Website or Services, you continue to retain any such rights that you may have in your Content, subject to the license herein. By listing any Content on the Marketplace or posting any Content on Foxtrot Code’s social media platform or otherwise through the Foxtrot Code Services, you hereby grant to Foxtrot Code a perpetual and irrevocable license, without limitation, solely to enable Foxtrot Code to use any information or Content you supply Foxtrot Code with, so that Foxtrot Code is not violating any rights you might have in that Content. You grant Foxtrot Code a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Foxtrot Code to store, translate, or re-format your Content and display your Content in any way Foxtrot Code chooses.

b. The license you grant to Foxtrot Code is non-exclusive, fully-paid and royalty-free, and sublicensable. Furthermore the sublicensable rights, to the extent permitted by applicable law, allows any Foxtrot Code-approved third-party to search, retrieve, and utilize the Content in any manner authorized by Foxtrot Code.

c. In addition to the license you grant to Foxtrot Code, you hereby authorize Foxtrot Code to access the Content, including any personal information you provide to Foxtrot Code and any posting, regardless of whether you make such Content or postings publicly available, and to process such Content or postings in order to aid Foxtrot Code in the create of any type of measurement that might use used to gauge some quantifiable component of the population utilizing the Foxtrot Code Services (the “Metrics”). All Metrics created and stored by Foxtrot Code will be anonymous in nature and shall not directly identify you.

d. You represent and warrant that: (i) you own the Content posted by you on or through the Foxtrot Code Services or otherwise have the right to grant the license set forth in this Section 3, and (ii) the posting of your Content on or through the Foxtrot Code Services does not violate the privacy rights, publicity rights, copyrights, intellectual property rights, contract rights or any other rights of any person or entity.

e. The Foxtrot Code Services contain Content of Foxtrot Code (“Foxtrot Code Content”). Foxtrot Code Content is protected by copyright, trademark, patent, trade secret and other laws, and Foxtrot Code owns and retains all rights in the Foxtrot Code Content and the Foxtrot Code Services. Foxtrot Code hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Foxtrot Code Content (excluding any software code) solely for your personal use in connection with viewing the

Foxtrot Code Website and using the Foxtrot Code Services.

f. The Foxtrot Code Services contain Content of Users and other Foxtrot Code licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Foxtrot Code Services without the express written permission of Foxtrot Code.

g. Foxtrot Code performs technical functions necessary to offer the Foxtrot Code Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Foxtrot Code Services. Foxtrot Code does not warrant the accuracy or quality of any such transcoding or reformatting and Foxtrot Code disclaims all liability under any theory of equity or law out of any transcoding or reformatting.

4. Fees. You acknowledge that Foxtrot Code reserves the right to charge for any portion of the Foxtrot Code Services and to change its fees (if any) from time to time in its discretion. If Foxtrot Code terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

5. Password. When you sign up to become a Member, we will ask you to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Foxtrot Code immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. You may not transfer or sell your account and username to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

6. Use by Members. The Foxtrot Code Services are for the personal use of Members and direct commercial endeavors may only be used if they are authorized by this Agreement. Foxtrot Code reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the Foxtrot Code Services, including collecting usernames, user id numbers, and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Foxtrot Code Website, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Member profiles without notice or explanation and may result in termination of Membership privileges. Foxtrot Code reserves the right to take appropriate legal action for any illegal or unauthorized use of the Foxtrot Code Services.

7. Content Posted.

a. Foxtrot Code may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Foxtrot Code violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Foxtrot Code assumes no responsibility for monitoring the Foxtrot Code Services for inappropriate Content or conduct. If at any time Foxtrot Code chooses, in its sole discretion, to monitor the Foxtrot Code Services, Foxtrot Code nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

b. You are solely responsible for the Content that you post on or through any of the Foxtrot Code Services, and any material or information that you transmit to other Members and for your interactions with other Users.

8. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the Foxtrot Code Services. Foxtrot Code reserves the right to investigate and take appropriate legal action against anyone who, in Foxtrot Code’s sole discretion, violates this provision, including without limitation, removing the offending Content from the Foxtrot Code Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Foxtrot Code:

a. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

b. harasses or advocates harassment of another person;

c. exploits people in a sexual or violent manner;

d. contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;

e. solicits personal information from anyone under 18;

f. publicly posts information that poses or creates a privacy or security risk to any person;

g. constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

h. constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or videos or links to pirated music or video files;

i. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;

j. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

k. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

l. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

m. involves commercial activities and/or sales without prior written consent from Foxtrot Code such as contests, sweepstakes, barter, advertising, or pyramid schemes

n. includes a photograph or video of another person that you have posted without that person’s consent;

o. uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile; or

p. violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.

9. Protecting Copyrights and Other Intellectual Property. Foxtrot Code respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Foxtrot Code has the right to terminate immediately without prior notice the Membership of infringers.

If you believe your work has been copied and posted on or through the Foxtrot Code Services in a way that constitutes copyright or other intellectual property infringement, please send Foxtrot Code’s Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Foxtrot Code Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Foxtrot Code’s Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, critical@foxtrotcode.com.

10. User/Member Disputes. You are solely responsible for your interactions with other Foxtrot Code Members. Foxtrot Code reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members. Foxtrot Code reserves the right to immediately, without prior notice, terminate your access to the FoxtrotCode.com Website or Foxtrot Code Marketplace as a result of any Member Dispute.

11. Privacy. Use of the Foxtrot Code Services is also governed by our Privacy Policy which is incorporated into this Agreement by this reference. You may locate the Privacy Policy at https://foxtrotcode.com/privacy-policy.

12. Service Interruptions. You acknowledge that your access to and use of the Foxtrot Code Website and Services may be suspended from time to time for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Site and/or Services for any reason, including power outages, system failures or other interruptions. Foxtrot Code is also entitled, without any liability, to suspend access to any portion or all of the Site for scheduled downtime to conduct maintenance or make other modifications to the Website or Services or to respond to any other event that, in the sole discretion of Foxtrot Code may create a risk to the Website, the Foxtrot Code Services or any person or entity. Foxtrot Code shall have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any suspension of Service.

13. Disclaimers. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Foxtrot Code is not responsible for and makes no warranties, express or implied, as to the analytic Foxpatches, Derivative Foxpatches, User Content or the accuracy and reliability of the Foxpatch, Derivative Patches or User Content posted on or through the Foxtrot Code Services, whether caused by Users of the Foxtrot Code Services or by any of the equipment or programming associated with or utilized in the Foxtrot Code Services and such User Content does not necessarily reflect the opinions or policies of Foxtrot Code. Profiles and third party Foxpatches created and posted by Members on the Foxtrot Code Website may contain links to other websites. Foxtrot Code is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Foxtrot Code. Inclusion of any linked website on the Foxtrot Code Services does not imply approval or endorsement of the linked website by Foxtrot Code. When you access these third party sites, you do so at your own risk. Foxtrot Code takes no responsibility for third party advertisements or third party Foxpatches that are posted on or through the Foxtrot Code Services, nor does it take any responsibility for the goods or services provided by its advertisers. Foxtrot Code is not responsible for the conduct, whether online or offline, of any User of the Foxtrot Code Services. Foxtrot Code assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Foxtrot Code is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Foxtrot Code Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Foxtrot Code Services. Under no circumstances shall Foxtrot Code be responsible for any loss or damage, including personal injury or death, resulting from use of the Foxtrot Code Services, from any User Content posted on or through the Foxtrot Code Services, or from the conduct of any Users of the Foxtrot Code Services, whether online or offline. The Foxtrot Code Services are provided “AS-IS” and as available and Foxtrot Code expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Foxtrot Code cannot guarantee and does not promise any specific results from use of the Foxtrot Code Services.

14. Limitation on Liability. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. IN NO EVENT SHALL FOXTROT CODE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE FOXTROT CODE SERVICES, EVEN IF FOXTROT CODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FOXTROT CODE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FOXTROT CODE FOR THE FOXTROT CODE SERVICES DURING THE TERM OF MEMBERSHIP.

15. U.S. Export Controls. Software available in connection with the Foxtrot Code Services (the “Software”) is further subject to United States export controls. No Software may

be downloaded from the Foxtrot Code Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

16. Governing Law/Disputes. This Terms of Use Agreement shall be governed in all respects by the laws of the State of Ohio, USA, without reference to its choice of law rules. By accessing the any Foxtrot Code Services you understand and agree that all transactions take place in Hamilton County, Ohio and agree that the federal and state courts in Hamilton County, Ohio have exclusive jurisdiction over any disputes with the Company arising from or related to your use of the Foxtrot Services or any of the items, services or Content on the Foxtrot Services. You irrevocably consent and submit to the exclusive personal jurisdiction of such courts, and you irrevocably waive any jurisdictional, venue or inconvenient forum objections to such courts.

17. Indemnity. You agree to indemnify and hold Foxtrot Code, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Foxtrot Code Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the Foxtrot Code Services causes Foxtrot Code to be liable to another for any reason, including without limitation, content that violates the intellectual property, privacy, publicity or other rights of ANY PERSON OR ENTITY.

18. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Terms of Use Agreement, there shall be no third-party beneficiaries to this Terms of Use Agreement.

19. No Agency. You agree that no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

20. General. This Agreement is accepted upon your use of the Foxtrot Code Website or any of the Foxtrot Code Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Foxtrot Code regarding the use of the Foxtrot Code Services. The failure of Foxtrot Code to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section headings in this Agreement are for convenience only and have no legal or contractual effect. Foxtrot Code is a trademark of InfraRed Digital, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at membership@foxtrotcode.com with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE

© Copyright, 2018 FOXTROT CODE ALL RIGHTS

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